Sec Form 4 Filing - Dholakia Sameer @ SendGrid, Inc. - 2018-05-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dholakia Sameer 2. Issuer Name and Ticker or Trading Symbol SendGrid, Inc. [ SEND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O SENDGRID, INC., 1801 CALIFORNIA STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2018 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/29/2018 F 6,198 ( 1 ) ( 2 ) D $ 26.41 344,754 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dholakia Sameer C/O SENDGRID, INC. 1801 CALIFORNIA STREET, SUITE 500 DENVER, CO80202 X President and CEO Signatures /s/ Matthew P. Dubofsky, Attorney-in-Fact 05/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Common Stock withheld by the Issuer in satisfaction of its tax withholding obligation with respect to the vesting and settlement of 12,863 previously reported restricted stock units ("RSUs") granted to the Reporting Person. ( 2 )This filing relates to the vesting and settlement of previously reported RSUs held by the Reporting Person pursuant to a grant under one of the Issuer's equity incentive plans, which plan is described in the Issuer's Registration Statement on Form S-1 (333-224121) declared effective by the Securities and Exchange Commission on April 5, 2018. None of the shares of Common Stock received upon settlement of the RSUs were sold by the Reporting Person and all of such shares are subject to a lock-up agreement between the Reporting Person and certain underwriters. ( 3 )Includes 51,455 RSUs previously reported as holdings of the Reporting Person. The RSUs will vest, and the shares will be delivered to the Reporting Person in a series of four equal monthly installments commencing on June 29, 2018 until fully vested on September 29, 2018, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Issuer's 2012 Equity Incentive Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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